¹ We elected to be taxed as a Real Estate Investment Trust (“REIT”) beginning in the taxable year ending December 31, 2017. Our failure to qualify as a REIT would result in higher taxes, may adversely affect our operations, would reduce the amount of income available for distribution and would limit our ability to make distributions to our shareholders.

RISK FACTORS

1) We have a limited operating history and limited assets. This is a “blind pool” offering and we have not identified specific investments to acquire with the proceeds of this offering.

2) This is a “best efforts” offering and if we are unable to raise substantial funds, then we will be more limited in our investments.

3) The transaction price may not accurately represent the value of our assets at any given time and the actual value of your investment may be substantially less. The transaction price generally will be based on our most recently disclosed monthly NAV of each class of common stock (subject to material changes as described above) and will not be based on any public trading market. In addition, the transaction price will not represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day, the value a third party would pay for all or substantially all of our shares, or the price at which our shares would trade on a national stock exchange. Further, our board of directors may amend our NAV procedures from time to time.

4) The amount and timing of distributions we may make is uncertain. Distributions have been and may continue to be paid from sources other than cash flow from operations, including, without limitation, from borrowings, the sale of assets, or offering proceeds. The use of these sources for distributions may decrease the amount of cash we have available for new investments, share repurchases and other corporate purposes, and could reduce your overall return.

5) There is no public trading market for our common stock and repurchase of shares by us will likely be the only way to dispose of your shares. We are not obligated to repurchase any shares under our share repurchase plan and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased. In addition, repurchases will be subject to available liquidity and other significant restrictions. Further, our board of directors may modify, suspend or terminate our share repurchase plan. As a result, our shares should be considered as having only limited liquidity and at times may be illiquid.

6) All of our executive officers, some of our directors and other key real estate professionals are also officers, directors, managers and key professionals of our advisor, our dealer manager or other entities affiliated with Cantor, which we refer to as the Cantor Companies. As a result, they face conflicts of interest, including significant conflicts created by our advisor’s compensation arrangements with us and other Cantor-advised programs and investors.

7) If we raise substantially less than the maximum offering, we may not be able to invest in a diverse portfolio of stabilized income-producing commercial real-estate, debt secured by commercial real estate and real estate-related assets.

8) We may change our investment policies without stockholder notice or consent, which could result in investments that are different from those described in this prospectus.

9) If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders.

10) The current outbreak of the novel coronavirus, or COVID-19, or the future outbreak of any other highly infectious or contagious diseases, could adversely impact or cause disruption to our financial condition and results of operations. Further, the spread of the COVID-19 outbreak could cause severe disruptions in the U.S. and global economy, may further disrupt financial markets and could potentially create widespread business continuity issues.

The performance of Cantor Fitzgerald, L.P. is not indicative of performance of Cantor Fitzgerald Income Trust, Inc. (“Cantor Fitzgerald Income Trust“ or “CF Income Trust”). Cantor Fitzgerald Income Trust and Cantor Fitzgerald, L.P. are separate companies. An investor purchasing shares in Cantor Fitzgerald Income Trust’s public offering is making an investment in Cantor Fitzgerald Income Trust, not in Cantor Fitzgerald, L.P.

Cantor Fitzgerald, or Cantor, refers to Cantor Fitzgerald, L.P., its subsidiaries, including Cantor Fitzgerald & Co., and its affiliates including BGC Partners (NASDAQ: BGCP).

Our affiliation with Cantor may not lead to investment opportunities for us. Cantor Fitzgerald Income Trust may compete with other companies affiliated with Cantor for investment opportunities.

Cantor Fitzgerald Income Trust has not been rated by any rating agency.